Toast (TOST) president Stephen Fredette receives 3,521 Class A shares from RSU vesting

Rhea-AI Filing Summary

Toast, Inc. president and director Stephen Fredette reported an RSU vesting and share issuance. On February 1, 2026, 3,521 Restricted Stock Units converted into 3,521 shares of Class A common stock at an exercise price of $0, increasing his directly held Class A stake to 914,127 shares.

In addition to these directly owned shares, he is reported as having indirect Class A holdings of 66,896 shares through the Fredette Family Nominee Trust, 1,718,029 shares through the SHFA 2021 Nominee Trust, and 224,853 shares through the SHFA Family Trust. The filing also notes ownership of an aggregate 25,722,670 shares of Class B common stock, each convertible into one Class A share.

Insights

Equity Compensation Analyst

Routine RSU vesting moves value from derivative to common stock without new cash proceeds.

The filing shows 3,521 RSUs converting into the same number of Toast Class A shares at an exercise price of $0. This reflects scheduled equity compensation vesting, consistent with the footnote that RSUs convert one-for-one upon vesting and settlement.

After the transaction, directly held Class A common stock totals 914,127 shares, with additional indirect Class A positions via multiple family trusts and a large block of 25,722,670 Class B shares. Actual market impact depends on any future trading decisions, which are not described here.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fredette Stephen

(Last) (First) (Middle)

TOAST, INC.

333 SUMMER STREET

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Toast, Inc. [ TOST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/01/2026		M		3,521	A	(1)	914,127	D
Class A Common Stock								66,896	I	By the Fredette Family Nominee Trust
Class A Common Stock								1,718,029	I	By the SHFA 2021 Nominee Trust
Class A Common Stock								224,853	I	By the SHFA Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/01/2026		M			3,521	(2)	(2)	Class A Common Stock	3,521	$0	0	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.

2. The RSUs shall vest in sixteen equal quarterly installments following February 1, 2022.

Remarks:

As of the date of this Form 4, the Reporting Person also owns an aggregate of 25,722,670 shares of the Class B common stock of the Issuer. Each share of Class B common stock is convertible at any time into one share of the Class A common stock of the Issuer.

	/s/ Xing Yan as Attorney-in-Fact for Stephen Fredette	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Toast (TOST) report for Stephen Fredette on February 1, 2026?

Stephen Fredette reported conversion of 3,521 Restricted Stock Units into 3,521 Toast Class A common shares at an exercise price of $0. This reflects scheduled equity vesting and increased his directly held Class A stake to 914,127 shares after the transaction.

How many Toast (TOST) Class A shares does Stephen Fredette own directly after this Form 4?

After the reported RSU conversion, Stephen Fredette directly owns 914,127 shares of Toast Class A common stock. This figure appears in the beneficial ownership column and represents only his direct holdings, separate from any shares held by related family trusts.

What indirect Toast (TOST) Class A holdings are reported for Stephen Fredette?

The filing lists indirect Class A holdings of 66,896 shares via the Fredette Family Nominee Trust, 1,718,029 shares via the SHFA 2021 Nominee Trust, and 224,853 shares via the SHFA Family Trust. These positions are categorized as indirect beneficial ownership associated with the reporting person.

How do Stephen Fredette’s Toast (TOST) RSUs work according to this Form 4?

The Restricted Stock Units convert into Toast Class A shares on a one-for-one basis upon vesting and settlement. The RSUs described here vest in sixteen equal quarterly installments following February 1, 2022, leading to periodic share deliveries like the 3,521-share conversion reported.

What is Stephen Fredette’s Class B share position in Toast (TOST)?

The Form 4 notes that Stephen Fredette owns an aggregate 25,722,670 shares of Toast Class B common stock. Each Class B share is convertible at any time into one Class A share, providing a potential additional source of Class A shares if conversions occur.

Did the February 1, 2026 Toast (TOST) insider transaction involve any sale of shares?

The reported transaction code is "M", indicating an exercise or conversion of derivative securities, not an open-market sale. It covers RSUs converting into 3,521 Class A shares at $0, with no sale price or disposition of shares disclosed in this Form 4 entry.